The parties expressly agree that all terms and provisions hereof shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and wholly performed, and to transactions wholly consummated, within that State.
Upon execution of this Agreement and as a condition of Client engaging Get Visible to perform the services set forth herein, Get Visible agrees to enter into a “Mutual Nondisclosure Agreement” with Client that shall govern the disclosure and transfer of information made between the parties hereto for purposes of Get Visible’s performance of said services. Unless expressly set forth herein, nothing contained in this Agreement shall alter or amend the terms and conditions set forth in the Mutual Nondisclosure Agreement.
Warranty and Limitation of Liability:
Get Visible makes no warranties, expressed or implied regarding the Services, including, but not limited to, any implied warranty of merchantability and fitness for a particular purpose. In no event shall Get Visible be responsible for any loss of profits, loss of use, business interruption, loss of data, cost of cover, indirect, special, incidental or consequential damages of any kind in connection with or arising out of this Agreement, including without limitation, in connection with or arising out of the furnishing, or failure to furnish, performance or use of the Services, even if Get Visible has been advised of the possibility of such damages. The total aggregate liability of Get Visible for all claims under or in connection with this Agreement shall be limited to the Fees received by Get Visible under this Agreement. The above limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy. The above limitations of liability are essential terms and conditions of this Agreement and reflect the parties’ agreement on the sharing of the risks under this Agreement.
In no event shall Get Visible be in default of its obligations under this Agreement or incur any liability to Client because of failure to perform or delay in performance of services to be provided by Get Visible under this agreement where such failure or delay is caused by any event beyond the control of Get Visible, including, but not limited to, any of the following events; acts of God, acts of terrorism or war, legal acts of public authorities, strikes, picketing, riots or other civil disturbances, failure of communication, or power supply or mechanical difficulties with the equipment which could not have been reasonably foreseen or which should have been reasonably prevented.
No action to enforce any claim arising out of or in connection with the services which are the subject matter of this Agreement shall be brought by Client against Get Visible more than one year after the cause of action has occurred. Client acknowledges and agrees that, in the unlikely event of damages arising out of and directly resulting from Get Visible’s involvement in the aforementioned Client project, Get Visible is under no circumstances liable for repayment of damages beyond the professional services fees paid by Client specifically related to such damages.
In the event legal action is necessary to enforce the payment terms of this Agreement, Get Visble shall be entitled to collect from the Client any judgment or settlement sums due plus reasonable attorneys fees, court costs and other expenses incurred by Get Visible for such collection action and, in addition, the reasonable value of any Get Visible employee’s time and expenses spent for such collection action, computed according to the prevailing fee schedule and expense policies.
Get Visible makes no warranties, whether written, oral or implied, including any warranty of merchantability or warranty of fitness for a particular purpose. Any notice or other communication under this Agreement shall sent to the parties at their respective addresses set forth above (or at such other address as a party may specify by notice made pursuant to the terms hereof). Notices shall be considered given and received on the date of actual delivery if delivered personally or by overnight courier, or three days from the date of postmark if by certified first class mail (return receipt requested).
This Agreement (including all of the rights and obligations set forth herein) is personal as to Get Visible and Get Visible shall not assign, transfer or otherwise convey, in whole or in part, any of the obligations set forth herein. This Agreement expresses the entire understanding of the parties and supersedes all contemporaneous and prior agreements and undertakings of the parties with respect to the subject matter hereof. This Agreement may only be amended or altered by another written agreement executed by both parties.